Adopt written proxy voting policies and procedures designed to ensure the adviser votes proxies in the best interests of its clients, including policies addressing material conflicts between the interests of the investment adviser and its clients;

Disclose to clients the adviser’s proxy voting policy and provide a copy to clients upon request; and

Disclose how clients may obtain voting information from the adviser for the client’s securities.

The rules also requires SEC registered investment advisers to keep certain records relating to proxy voting policies, including the proxy voting policy, a record of all votes cast, and client communications related to proxy voting.

As such, we have adopted general guidelines for voting proxies as summarized below:

In certain circumstances, and in accordance with the client’s specific advisery agreement, Dixon, Hubard, Feinour & Brown, Inc. (DHF&B) shall vote proxies related to securities held by any client in a manner that is in the best interest of the client. DHF&B shall consider only those factors that relate to the client’s investment(s) or that are established by the client’s written instructions. Such factors will include how its vote will economically impact and affect the value of the client’s investment (keeping in mind that, after conducting an appropriate cost-benefit analysis, not voting at all on a presented proposal may be in the best interest of the client).

Proxy votes generally will be cast in favor of proposals that:

maintain or strengthen the shared interests of shareholders and management;

increase shareholder value;

maintain or increase shareholder influence over the issuer’s board of directors and management; and,

maintain or increase the rights of shareholders.

Proxy votes generally will be cast against proposals having the opposite effect.

In voting on each and every issue, DHF&B and its employees shall vote in a prudent and timely fashion and only after a careful evaluation of the issue(s) presented on the ballot.

In exercising its voting discretion, DHF&B and its employees shall avoid any direct or indirect conflict of interest raised by such voting decision. DHF&B will provide adequate disclosure to the client if any substantive aspect or foreseeable result of the subject matter to be voted upon raises an actual or potential conflict of interest toDHF&B.

Consistent with SEC Rule 206(4)-6, DHF&B will keep certain records required by applicable law in connection with its proxy voting activities for clients and shall provide proxy-voting information to clients upon their written or oral request. A copy of DHF&B’s proxy-voting policies and procedures are available to clients upon request.

Although these guidelines are to be followed as a general policy, in all cases each proxy will be considered based on the relevant facts and circumstances. These guidelines cannot provide an exhaustive list of all the issues that may arise nor can we anticipate all future situations. Corporate governance issues are diverse and continually evolving and DHF&B will devote time and resources to monitor these changes.

Sincerely,
Dixon, Hubard, Feinour & Brown, Inc.

601 S. Jefferson St., Suite 410
Roanoke, VA 24011

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